Transformers: The Chaos Returns
by Barakanaga16
Summary: After Thunderwings defeat, The Fallen is desperate. He and his Heralds of Unicron venture to Earth to destroy the Autobots. Optimus must deal with the betrayal of a long time friend. Will the Autobots stop The Fallen and find the Cyber Planet Key?


1___**Transformers**_

_**The Chaos Returns**_

_Prologue_

_ It has been over a year since our arrival on the planet Earth. We have had many victories and many losses. Now, months after the destruction of Thunderwing and Nemesis Prime, I fear The Fallen will arrive on this most peaceful planet and attempt to destroy it. I, Optimus Prime, and my human comrades, and my Autobot soldiers, will give our lives to defend it from The Fallens evil. May Primus be with us all._

_Chapter 1: The Last Straw_

It has been months since the Decepticon Warlord, Thunderwing and his men went to Earth to unveil Nemesis Prime. The one thing good about it, was that Optimus Prime, leader of the Autobots, and his Autobot soldiers and their two human comrades, Mike and Marissa, managed to destroy them. Although, The Fallen didn't know about this...yet. The Fallen was the supreme leader of the Decepticons, evil robots bent on destroying the heroic Autobots who fought for good.

This tale starts with the Decepticon air commander, and Decepticon leader(for now): Starscream. He was sent on a secret mission to an unknown planet by The Fallen sometime before Thunderwing went to Earth. Starscream was soaring in space, traveling back to Cybertron to report back to his superior. He was mumbling to himself.

"Dah! Where does Scourge get off telling me that I'm not fit to be leader? I've seen more battle then that prehistoric scrap! At least the treaty is signed. Now, we can get his aid if we are backed into a corner, which is highly unlikely."

As he past some more unknown planet, he had an idea!

"I'll bypass Earth and see if Thunderwing has made progress."

He vanished in a blinding white light. He reappeared a second later near the Earths moon. He flew to the gray floating rock and transformed. He looked around at the barren rock.

"Lifeless. Like Megatrons head. Now, lets see..."

He grabbed out a rectangular device and pressed a button. It glowed bright and started beeping. It was a device constructed for the sole purpose of finding Decepticon signals. He held it for many minutes, but there were no signals on the entire planet. He knew the result.

"Typical. Even our ruthless Warlord couldn't defeat the Autobots. Now, to The Fallen."

He put it away and space bridged off the moon. Later, he appeared in the throne room of The Fallen. Starscream looked around and saw the cage where the human Ron was. The human had black bruises all over his face and arms. He appeared to be sleeping in a deep sleep. Starscream just chuckled. He heard someone clearing their throat. It was The Fallen. He bowed.

"Master."

"You may rise, Starscream."

Starscream rose.

"What news do you bring?"

"I have completed the treaty, my lord. Scourge will aid us in our hour of need."

"Excellent. Any other news?"

"Well... umm... I stopped by Earth on the way back..."

"And? What of Thunderwing and Nemesis Prime?"

"Dead."

"Dead? Dead? DEAD?" he roared.

Starscream stepped back in fear. The Fallens roaring voice could be heard even from outside the temple.

"Megatron has failed me twice and now my warlord and creation are dead? That's the last straw!" he yelled as he punched the wall beside him.

"W-What are we going to do now?"

"First, I want you to go to the training bay and bring me the other heralds!"

"Understood!" he said. He transformed and flew off.

"GUARDS!"

A few drone guards came in holding their staffs.

"Yes master?"

"Go to the dungeons and bring me Megatron at once!"

"Yes sir!"

The guards left the room in a flash. Minutes later, Starscream came in with four Decepticons who were the same height as Starscream, but looked more ferocious. From left to right, they were blue and white, purple and red, blue and yellow, and green and red. As they entered the room, two guards came in with Megatron, who looked mad.

"Let me go, you pathetic drones!"

The Fallen waved his hands. The drones bowed and left. Megatron walked til he was beside Starscream.

"Now," started The Fallen. "Since you are all here, I have some news. First, Thunderwing and Nemesis Prime have fallen by the hands of measly humans and the confounded Autobots. This is the last straw, and I am ordering all of you to assist me on my takeover of Earth."

"Next, I am having Megatron reinstated as leader of the Decepticons. I want you and Starscream to space bridge to Earth and do one small task: KILL OPTIMUS PRIME! This is essential, Megatron. It must be done!"

"It will be done." said Megatron.

"Good. Now, Sweeps! Cyclonus! Dirge! Bludgeon! You four will come with me to Earth. All five of us are heralds for Lord Unicron and we must not let the Autobots destroy us!"

Sweeps was the youngest of the four Cons. He was child like in a way, but was ruthless. He had a voice like an excited and crazy kid. His main choice of weapons were an energon pistol and a small energon ax. On his back, were two wing like objects that mainly served as shields.

Cyclonus was the bulkiest of the four, but was also the fastest. Attached to his back, were two deadly energon swords, used for slicing Autobots in half. His voice was a cross between a tough guy and a child. When he wasn't slicing Autobots with his swords, he was blowing stuff up with his grenade pistol.

Dirge was another Seeker, but was considered to be more skilled then Starscream. His head resembled Starscreams, but was blue with yellow eyes. On his back, were two rocket launchers that he loved to use. He was the quietest of them all, and only spoke when spoken to. He was a high pitched voice. His weapons were his rocket launchers and an electrified energon whip.

Bludgeon was what you would call, "cocky." He always wanted a good fight and usually won. He had an echoing tough guy voice. His main weapons were a sledge hammer that he could transform from his right hand, and an energon pistol. When he wasn't serious in battle, he usually made jokes.

Megatron and Starscream knew their mission. With that said, they space bridged out of the throne room. After they left, The Fallen sighed.

"I hope Megatron doesn't fail me again. Anyway... Heralds! I have sent two of my best assassins to Earth to be scouts: Grindor and Sideways. They shouldn't fail me. Now, I will meet you four soon in my hanger. I recommend that you four take Earth modes just in case. See you in the hanger when I'm in my Carrier mode."

The four Cons bowed and exited the room. The Fallens chair started to lower down and down the long way.

"Now, let's see the Autobots defeat us now..."

_Chapter 2: Apology_

School was over for our human friends. They had graduated with good grades, but it wasn't the same without their friend, Ron. After graduation, Marissa and Mike spent many weeks looking for work around Diamond Falls, and in their spare time, helped Optimus Prime and the Autobots. Even though they couldn't do anything to help them, the two humans enjoyed the company of their Autobot friends. The same couldn't be said for Ken.

After graduating, Ken got work helping his mom at the Post Office. It wasn't the best job in the world, but he was happy. After two weeks of working their, he left work like any normal person. As he walked down the street, he saw Mike and Marissa walking, talking, and shooting the breeze. He wanted to turn away and hide, but his guts told him otherwise. He walked up to them, who weren't at all pleased to see him.

"Hi." said Ken quietly.

"Hello." said Marissa.

Mike just nodded. Ken swallowed what seemed to be his pride, but he spoke up.

"There is something I have to tell you both. It's very important."

"We don't wanna hear it." said Marissa sharply.

She started to walk away from him when he took her arm, spun her around and, kissed her full force on the lips. After only five seconds, he let go. She stared at him. She stared as if wanting to slap him, but she couldn't.

"I-I-I don't know what to say Ken."

"Had to get your attention somehow, didn't I?" he said smiling.

"Well, you've got it. What is it you wanna tell us?"

"I'm sorry for what I've done. Ever since that Autobot named Tumbler rescued me and mom, I've had a lot of time to think. And, after seeing Rons empty seat at graduation, I realized something. I'm in this no matter what I do. I'm sorry I wasn't there at the battle with Thunderwing. I was deep in thought. Mike, your one of my best friends. Marissa, you are my love and I'd do anything to make it up to you."

Marissa and Mike looked at each other. They smiled. Mike came over and gave him a man hug. He let go and Marissa hugged him greatly and kissed him the hardest she had ever kissed him.

"Will you take me back Marissa?"

"I will."

He smiled and kissed her some more.

"All right you two, get a room." laughed Mike.

They let go and laughed.

"So, wanna join us? We were on our way to Burger Land to get some food." asked Mike.

"Sure. I'm starving!" said Ken.

After that most enjoyable moment, they got to Burger Land and ate their food, while talking about various things.

"So, Wheeljack and Grapple are dead?" asked Ken.

"Yeah. It's so sad. Wheeljack was ever so kind to me." said Marissa.

"That's true, but now that they are dead, all we have to worry about now, is The Fallen." said Mike.

"You really think he'll try to destroy the planet?" asked Ken.

"I believe so. We defeated ol' Megs twice and killed his warlord and creation. He isn't going to let it slide this time."

"Are you going back to the base with us Ken?" asked Marissa.

"I really want to. To make it up to Optimus, but there are a few things I have to do first."

"I understand. So are you back for good?" asked Mike.

"For good."

"By the way, you mentioned something called... Unicron?"

"Optimus mentioned it briefly after the fight, but never spoke of it again." said Marissa.

"So you have no idea what 'Unicron' is right?"

"Right."

They smiled at him and they all finished their food. They walked out of the burger joint and started walking around. Ken stopped at a stoplight while his friends faced the other way. He grabbed Marissas hands and kissed her passionately. They waved good-bye and went their separate ways.

The rest of Kens day and a few days more, was boring and exciting. Spending time with his girlfriend, working at the Post Office, and much more. Later on, at home inside his room, he couldn't shake the feeling that something was wrong. For some reason, he felt an evil presence on the planet.

"Maybe Megatron is back?" he thought.

"But that can't be! Marissa would've contacted me with info if he was. Maybe I'm going crazy."

He went out of his room to the living room where Marissa was playing with his sister, Roxanne. It was a cute sight. He love playing with his little sister. He couldn't feel happier. He joined his mom in the kitchen, where she was making dinner. He smelled the delicious pot roast and his lips watered. This was going to be a great dinner.

_Chapter 3: Unicrons Origin_

Days later, Mike and Marissa arrived at the Autobot base. They stepped inside to see Ironhide and Bumblebee finishing up the engines. Optimus was at Teletraan 1 with Inferno, Hardhead, Sunstreaker, and Arcee. The others were lazing about, while others were calibrating their weapons. Optimus turned and saw them.

"Good to see you all again. Any news about Ken?"

"No. We still see him, but he has work to do." said Marissa.

"I understand. He is serving his purpose as are we all. We can not disrupt him while he works."

Marissa nodded and looked up. The had build some rafters for some extra computers.

"What's with the extra computers and rafters, Optimus?"

"We built these days ago. We still need more analysis of the planet in order to find any Decepticons in hiding on Earth. These will surly help us."

"Which reminds me, what ever happened to the Energon Harvester?" asked Mike.

"I destroyed it shortly after the battle. It was too dangerous to keep around."

"Ah. Good."

"Optimus, I have to ask. What is Unicron?"

Optimus stared at her with shock.

"Why do you ask?"

"You mentioned the name after the battle, but never said anything about it. Plus, you never mentioned it again."

"I see. I'm sure you all wanna know about... him."

Marissa and Mike nodded.

"Very well. Autobots, come join me please."

The Autobots all gathered around Optimus and sat down, ready for story time. Optimus cleared his throat.

"Unicron. In the archives on Cybertron, it tells of him not by name, but by status: Chaos Bringer. In the beginning, before Earth and many planets were even thought of, Fate created two entities. One of good, and the other of evil. The good was Primus, the Light Bringer. He is the planet of Cybertron himself, but is locked in eternal sleep. The evil, is Unicron: The Chaos Bringer. Eons ago, the two gods clashed for millennia. Each other equal in power."

"After much dismay, Primus created the 13 Original Transformers. Using their power, they created a black hole, and Unicron was sucked into it. Many believe that he perished. I don't. I believe he emerged in a different galaxy, far away from Primus. What the legends say, is that Unicron, many years later, made The Fallen his servant. This came to be his first Herald. In the coming years, The Fallen made many of his top soldiers into Heralds."

"Together, Unicron has seven Heralds. As long as one survives, Unicron is indestructible. We defeated one already. He was named Ramjet. I killed him in Atlantis, and I'm sure Unicron felt it and was angry with The Fallen. Unicron is a foe even more dangerous then The Fallen. He is a planet sized Transformer that can transform into a planet. Even in his planet mode, he is dangerous. He has the power, to eat planets."

"Legends tell us that Primus and Unicron used to be one entity, called Primacron. Although, as with all beings, there had to be a good and an evil, so they separated. Many believe that he is a supporter of the Decepticons. This was always proven to be a lie. He has no true allegiance. There is no one who is safe from the Chaos Bringer. I pray that we can stop him by killing his Heralds. That my friends, is the origin of Unicron: The Chaos Bringer."

The Autobots, Mike, and Marissa looked around in silence. How could they possibly destroy a being that is the entity of pure evil? How would they even wound a Transformer that can eat/destroy planets?

"Doesn't this 'Unicron' have a weakness?" asked Arcee.

"His Heralds are his only weakness. Destroy them, and he will be able to be destroyed." said Optimus.

"So where do we start?" asked Sideswipe.

"Nowhere, my friend. We just have to pray that The Fallen brings the other Heralds with him if he chooses to come to Earth."

The other Autobots had broad looks on their faces, like they were inspired to try their best if this was all true. What they didn't know, was that the start of this chaotic quest would soon start with the sound on two noises.

BANG-BANG! The doors of the ship sounded. Something metal was pounding at the door and the Autobots quickly got up.

"Decepticon?" asked Mike.

"I don't think so. They would've blown the door apart." said Quickswitch.

"I agree." said Mirage.

Optimus stared at the door as the BANG-BANG sound continued at the other side of the doors. Optimus nodded to Bumblebee, who in response, carefully put in the code to the doors. Mike and Marissa hurried up the stairs to the other computers so they could get a better look. The doors quickly opened up and a tall green and black Cybertronian, the size of Optimus, came in with three smaller ones, the size of Arcee, and they were blue, yellow, and red. The last one, about the size of Ironhide, was green and pink.

"Welcome to Earth, Ratchet. My old friend." said Optimus.

_Chapter 4: New Leader_

Ratchet was one of the oldest Autobots on Cybertron, but despite his age, he was a brave and energetic fighter. He spoke in an old man voice. His vehicle mode was a Nissan Onebox Vanette Ambulance. He was the leading medic and historian. He knew more things then even Alpha Trion! His weapons were a rifle and a energon sword.

"Optimus, so good to see you again. It's been so long."

"I agree. Too long."

Ratchet smiled and turned to the others.

"I have with me, some of the other female Autobots: Chromia, Firestar, and Moonracer."

Chromia was an older Autobot, but had a kid like persona to her. He turned into a blue Ford F-250. She had a quirky kid voice. Maybe like a young woman. Her weapons were two short energon swords and a Cybertronian machine gun. She also had a special bond with her 'soul mate', Ironhide.

Firestar was one of the best female Autobots, under Arcee, Chromia, and their leader. She had a stern voice, like a middle aged lady. Her romantic interest was Inferno. She is also known for being clumsy, which means she got in trouble for setting booby traps in the past. Her weapons were a single sided energon ax and an energon magnum. Her vehicle mode was a red Ford F-250.

Moonracer was a very different Autobot. When their leader wasn't around, she tended to act bossy, which the others hated. She had a special relationship with Powerglide. She spoke in a bossy female manager voice. Her weapons were an energon staff and dual pistols, along with a double barrel shotgun. Her vehicle mode was a yellow Ford F-250.

The three females ran to Arcee, who was overjoyed to see her friends. They hugged and talked, till the three ran over and hugged their special ones. Chromia ran and hugged Ironhide for what seemed like forever. The same for Powerglide and Moonracer, and Inferno and Firestar.

"Ahem! Girls, front and center!" shouted a voice behind Ratchet.

Ratchet turned and Chromia, Firestar, and Chromia let go and joined the voice. The voice came from the last female Autobot that arrived. She stood near as tall as Optimus, and had a mean look to her. Marissa and Mike looked at Sunstreaker, who was beside them.

"Who's that?" asked Mike

"That is Elita One. Leader of the female Autobots. She is as strict as they come."

Elita One was a tough and mean Autobot. Many think that she would make a great Decepticon commander. She was green and pink. She spoke in a voice, kinda like a old strict teacher. Her vehicle mode was a Ford F-250. She was known to be a close friend of Optimus'. Her weapons were a more powerful energon sword, and a high powered rifle.

Her soldiers all gathered near her, and she looked at Optimus, who stared right back.

"Hello, Optimus."

"Hello, Elita. It's been a while."

"It has. Too long."

"What brings you here?"

"Business, Prime. Business."

"What kind?"

"Autobot business."

"Explain yourself."

"Well, you see... Alpha Trion has sent me here to, let's say... take over."

"You can't. I am leader, not you."

"That is exactly why I am here, Prime. Since your arrival on this planet, you have lost four Autobots! Including our technician and Ratchets apprentice! Plus, they have all died under your leadership. Explain yourself, Optimus."

"As you know, Autobots are willing to give their lives to defend other beings, including our own. Scattorshot, Prowl, Grapple, and Wheeljack died doing what was right. Maybe you could learn a thing or two from them, Elita."

"You complete ass! You are lucky we are life long friends, or I'd kill you! Plus, Alpha Trion himself said that you are not fit to be leader anymore. He has bestowed leadership of the Autobots, to me."

"If he said it, why didn't he contact me himself?"

"He was very busy and sent me and my team to inform you of it. Now hand over the Matrix." she held out her hand.

Optimus looked at Mike and Marissa, who shook their heads. Optimus bowed his head and opened his chest. He carefully grabbed the Matrix and handed it to Elita, who inserted it into herself. She grew one story and looked stronger. Optimus closed his chest and looked at his human friends.

"Optimus! NO!" shouted Marissa.

"Silence, you insect!" said Elita as she grabbed Marissa.

Elita took Marissa and threw her across the room, straight at a wall. Ironhide quickly dived after her, and caught her in his hand. Marissa was shaken and crying. Ironhide put her down. He stood in front of her, as if to protect her. Elita just laughed.

"Now then, to business. Optimus, I-" she stopped. "No. As leader, I demote you to Soldier Class and I hereby make you use your original name: Orion Pax."

Optimus groaned. Elita was enjoying Optimus' pain to the max. She grabbed out her sword and put the blade at Optimus' throat.

"Orion Pax! I hereby exile you from the Autobots. You can stay on the planet, but you are never aloud to step near this base again! Do you understand?"

"I do, Elita Prime."

"Good. Now, get out of my sight. You disgust me."

Optimus turned to his fellow Autobots. If they could cry, they would be doing it right now.

"Good-bye my friends. May we meet again one day and hope you will be in better leadership."

He transformed and exited the ship. Bumblebee wanted to go after him, but Sideswipe stopped him. Marissa had run back to Mike, and she was crying in his arms. Mike was crying too, but was resisting. They and the Autobots had seen something that they thought they'd never see: the exile of the great Autobot leader, Optimus Prime.

"Now, you two humans may stay here, but stay out of my way." said Elita.

"That won't be hard, you bitch." said Mike.

"Why thank you human." laughed Elita One.

Elita headed to the doors and opened them.

"I have somewhere to be for a few hours. Ratchet, you are leader until I return."

She transformed and drove off. Ratchet saw her drive til she was out of sight. He closed the doors and stared at the humans. He went over to them.

"It'll be ok humans. Optimus will be back, I guarantee it."

"I hope you're right, Ratchet. I hope you're right." said Mike.

_Chapter 5: Elitas Betrayal_

For a few hours, Elita had been driving to the northeast, toward the Appalachian Mountains. She had a plan, and was determined to reach it. Soon, she got to the base of the mountains and transformed. She looked up and saw something shiny and small at the top. It was a ship! In more detail, the ship was The Nemesis, Megatrons personal space ship. She smiled and started to climb.

In the ship, Soundwave was checking the ship for repairs, while Ravage was laying down, as a dog does when he is sleeping. At the computer, was a human sized Decepticon, who was all silver with the exception of a trail on his head, which was red. He was typing really fast as if hacking a super computer. Soundwave had just finished repairs when he entered the room.

"Frenzy, are you finished calibrating the computer?"

"Yes, master Soundwave. All done! Hahahahaha!"

Frenzy was another of Soundwaves minions. This particular minion was smarter then the rest. He was the hacker of the Decepticon army. He talked in a fast, kid like voice. Despite his size, he was quite the fighter. His vehicle mode was a small RC car with small guns on them. His fingers, long and pointy were ideal as weapons. Although, his main weapons were his fingers, a small knife he always carried, and a small machine gun that was tied to his back.

As Soundwave nodded, they heard a sound. This sound was as if someone had spaced bridged. Soon, Megatron and Starscream came into the computer area.

"Soundwave, I'm home!" said Megatron.

Soundwave bowed to Megatron.

"Glad to see you alive and well, Lord Megatron. I am yours to command."

"Rise, my Communications Officer."

He rose.

"Orders, Lord Megatron?"

"We wait."

"For what?" shouted Starscream.

"Haha. You will know soon, Starscream. Very soon."

Later on, Frenzy was shouting.

"My Masters! We have an intruder! Autobot intruder!"

"Excellent. She has arrived. Now, my little hacker, you and the cowardly Ravage go greet our guest. Soundwave, open the main doors."

"Yes, Lord Megatron."

He did as he was told. Soon, Elita One was in front of the ship. She smiled as she saw the main doors open.

"Megatron must know I'm here. Excellent."

She walked inside and walked down the corridor. Soon, she was caught by Ravage and Frenzy at a corner. She put her hands behind her head.

"Follow us, Autobot worm!"

"Of course."

She followed the two minion for a few minutes. Soon, she was inside the main computer room, where Megatron was sitting in the chair near the computer, with Starscream and Soundwave by his side. Megatron laughed.

"Easy does it my two minions. Return to Soundwave."

They nodded, transformed and went back into Soundwave.

"Now, to business. Good to see you again, Elita."

"The same can be said to you, Lord Megatron." she bowed.

"You may rise, my spy."

She rose.

"Have you done what I assigned to you?"

"Yes my lord. Optimus is as stupid as you say. He believe it all! Hahahaha."

"Yes. When it comes to smarts and skills, he is great, but when it comes to common sense, he is a dolt. Kinda like Starscream."

Starscream groaned.

"Now, explain what you did."

She explained about the lie about Alpha Trion, and demotion, and exile.

"Excellent. Prime shouldn't give us any problems then. Now, give me the Matrix." he held out his hand.

"What about your promise? The power you promised me?"

"I am sure the Autobot will find the Cyber Planet Key soon, and when they do, you will be gifted with power, far beyond a normal Autobots. I promise you that."

"I thank you, Lord Megatron. Here." she opened her chest, took the Matrix out and handed it to Megatron.

Megatron held it up and gazed at its beauty.

"Now, The Fallen will have what he needs to become a Prime once more, and uncover his ultimate weapon!"

He handed it to Soundwave, who put if away inside a safe.

"What now, master?" asked Elita.

"You will continue being 'leader' of the Autobots. When the time comes to escape their clutches, space bridge back to this ship with your watch."

"Understood, master."

She turned and ran out of the ship, on her way back to the Ark. Starscream stared at his master with confusion.

"Megatron. Are you really going to give her some power?"

"Of course Starscream. I am a bot of my word. Plus, she'll get some help... from Dark Energon."

"Interesting. What about Prime?"

"All three of us will take care of that. Let's go. Soundwave! Bring Ravage along with us."

"Yes, my lord."

_Chapter 6: Optimus' Sacrifice_

Later that day, Ken was walking down the street of Diamond Falls. It was very busy. Hundreds of people going and coming from work. He had many thoughts on his mind. What has become of Optimus? Are my friends ok? Will they take me back? Ken looked at his hands, reflecting back on the past year. He grasped them tight and threw them down.

"I am only about 30 minutes from the base. I'm going back!" he cried.

He started walking to the base, determined and hopeful that they will welcome him back. On top of a building, where he was walking, Megatron, Starscream, and Soundwave were plotting.

"So, mighty leader... What's the plan?"

"Soundwaves Intel tells us that the human called 'Ken' is below us right now. Prime is sure to be around here. He will obviously come to his rescue if he is attacked. I will start off. If it looks like Prime is going to kill me, I will call on you two and Ravage. He can't kill all four of us at once. Understood?"

"Of course." said Starscream.

"Affirmative Lord Megatron." said Soundwave.

Megatron smiled. He looked below and saw Ken looking happy with his choices. Megatron smiled.

"Transform and wait for my signal!"

They both nodded and transformed. They took off while Megatron stared more. As Ken turned the corner of the block, he seized this opportunity. He jumped down off the 8 story building and crash landed on the cement below, squishing and killing a few humans in the process. The humans all looked at the source, even Ken looked. They all screamed at the top of their lungs and started running. He saw Ken, who also started running.

"Come here, boy!" he yelled as he ran.

Ken started huffing and puffing as he ran for his life. Megatron started running at a slow speed toward Ken. As he ran, the Decepticon leader threw some cars and trucks that got in his way. Many of them had humans in them, but he showed no remorse. After running many blocks and evading many screaming people, his legs were about to give out. He couldn't keep it up. Then suddenly, he tripped over a small pot hole and fell on his face. Blood spewing out of his nose. His knee was bleeding and in pain. He was backing up from Megatron, who was getting closer.

"Now I got you!"

But that was short lived. As Ken closed his eyes, preparing for the worst, it didn't come. Before Megatron got to him, he was tackled by another robot. Ken looked up and saw that it was Optimus! He had tackled his life time foe and was on top of him, punching him. He then backed off and got his ax in his hand. He got up very slowly and drew his sword.

"Just as I planned Prime. I knew you would come to his rescue."

"You know me more then anyone Megatron."

"True, very true. But saving just one isn't going to be enough Prime."

"Unlike you, I save the species of all planets."

"That is why you will always be weak, Prime."

"Why have you returned, Megatron?"

"The Fallen is arriving soon with his Heralds. Then, you will all die!"

"Never!"

He laughed and laughed. Optimus looked at Ken with fear.

"Ken! Run!"

Ken nodded and started running. Megatron charged at Optimus, who was caught off guard. He sliced him across the chest once, and Optimus held back the second slice with his ax.

"Why don't you just give up Prime? Humans don't deserve to live!"

"They deserve to choose for themselves!"

"Then you will die with them! Join them in extinction!"

He pushed Megatron back, and with one swing, sliced a piece of his helmet off. He put his ax away and started going at him. Punch here and a punch there. Optimus, then grabbed Megatrons arm and swung him around and tossed him into a building. He was disfigured, as in confused.

"DECEPTICONS!" he shouted.

From his left, came Starscream and from his right, came Soundwave. Soundwave ejected Ravage, who started firing shots at Optimus. Soundwave grabbed out his energon sword, and Starscream helped up Megatron. Optimus was surrounded in four directions by four mean Decepticons.

"Your surrounded Prime. Give up." said Starscream.

"An Autobot never gives up. No matter how many foes he faces."

"You no longer have the Matrix. How can you possibly defeat all four of us?" said Megatron

"Time to find out." he said as he lowered his guard mask.

Starscream charged at Optimus, who grabbed his pistol and fired a few shots at the air commander. All shots hit and Starscream flew back a little. Soundwave and Megatron came at him, swords drawn. Soundwave swung down, but Optimus caught his arm and chopped it off with his ax. He quickly grabbed the severed arm and hit Megatron in the face with it. He then finished with a pistol shot into Megatrons chest. He flew back on his face.

He put away his ax and grabbed the energon sword. As he did that, Ravage jumped onto his back and started biting his head. He had trouble grabbing the pouncing Decepticon, but managed to successfully grab him. He dropped the sword and grabbed Ravages head with his free hand. Then, with all his strength, tore him in half. He threw the Con to the side and grabbed the sword and impaled Soundwave in the chest. Soundwave was on a knee, wounded and in pain.

He suddenly turned and saw Starscream pounce on him, arms around his throat. He tried to shoot off Optimus' head with his arm cannons, but was unsuccessful. He did manage to blow some holes into the building, though. He managed to toss Starscream over his back and kick him in the face as he came over. Starscream crashed into some cars and could hardly move.

Optimus looked around. He was looking at the humongous mess this fight made. He searched for Ken.

"Ken? Where are y- Aaaaarrgghh!" he yelled.

Megatron had impaled him from behind. His sword deep in his spark. He grabbed his pistol with his other hand and aimed it in Optimus' back. He fired. A huge explosion came out of his spark. He was like a standing dummy. Megatron withdrew his sword and gently pushed on his foes back with his finger. He crashed down with a CRASH! Ken saw this from a far. Optimus Prime, exiled leader of the Autobots, was dead. With Optimus' last breath, he turned his head and murmured: "Ken. Run... Run" His eyes went gray.

Megatron laughed.

"Now its your turn, human." he said as he walked toward Ken.

He was still injured from his trip and couldn't move much. There was no need.

"Autobots attack!" yelled a close voice.

He looked up and saw Ironhide, Bumblebee, Ratchet, Sideswipe, and the others firing on Megatron and his Decepticons. Megatron and his men quickly flew off, away from the battle. With them gone, the Autobots gathered around Optimus' dead body. Ken closed in, put his hand on Optimus' shoulder, and cried. Marissa and Mike each put a hand on his shoulder and cried alongside him. She hugged him with many tears coming out of her beautiful eyes.

Ironhide and the others bowed to the corpse of their fallen leader. Ratchet stood up first with a proposal.

"Let's take him back to base. He would've wanted that."

"I agree." said Ironhide.

_Chapter 7: Elita Revealed_

Ken looked at his two other friends, Arcee and Sideswipe. They looked back with smiles. They bent down and looked at each other, then to Ken.

"Good to have you back, my man." said Sideswipe.

"Yeah." said Arcee.

"It's good to be back guys. Though, what about Optimus?" said Ken.

"He is with Primus now. He lived a good life." said Ratchet as he walked over.

"What now?" asked Ken

"We take Optimus back to base." said Ratchet.

Ironhide came over and transformed.

"Put his body on my back." said Ironhide.

Ratchet and Bumblebee lifted up Optimus at his head and feet. They carried him over to Ironhides truck mode and set him down. Ironhide drove off to the base. They all transformed. Ken got on Arcee, Marissa went into Sideswipe, and Mike got into Bumblebee. Soon, they left the battle scene and were going back to base.

Meanwhile, off in a deserted part of town, Megatron, Starscream, and Soundwave were recovering from the fight with Optimus. Soundwave had Starscream repair his arm. Starscream was a secret repairman, much to Megatrons dismay. Megatron was feeling the slice on his helmet. After Soundwaves arm was repaired, Starscream felt little pain in his lower jaw.

"Well Megatron, we sure took a beating from Prime." said Starscream.

"Yes, you fool. The point is that he is dead and now, The Fallen can land here on Earth."

"Orders, Lord Megatron?" asked Soundwave.

"Return to the base Soundwave. Keep communications up. We will join you shortly. Since Prime is dead, and Elita is one of us, the Autobots will have no choice but to surrender."

"That is, if they know what's good for them! Hahahaha" laughed Starscream.

Megatron chuckled a little bit. At the Autobot base, Ratchet had successfully put Optimus' dead body on the examining table. He used his tools to inspect the corpse. Ken was concerned as well as the others. Ratchet put his stuff away and looked at them.

"Well, Ratchet?" asked Ken.

"I'm sorry Ken. Your guardian is surely dead. Not even an energon cube could revive him."

As Ken sulked, the doors flew open and Elita One came in. Needless to say, she was not happy with what she saw.

"Ratchet! What is the meaning of this? Why is Orion Pax on the table?"

"Elita, his name is Optimus. Second, he is dead. He was in battle with Megatron, Starscream, AND Soundwave. Megatron landed the final blow."

"Oh, boo hoo. The poor soldier died. So what? Get that miserable pile of scrap off the table of MY ship!"

"Your ship? Like hell it is!" started Ken.

"Ken, please." said Ratchet.

"No, Ratchet! Someone has to stand up to this bitch! Look Elita, you may be 'leader', but Optimus died for what was right. He died protecting me! I left these guys months ago because of a thought I had about the first battle with Megatron. Now, I have learned the error of my ways and I joined again. I was on my way here when Megatron attacked. Tell me, would you sacrifice yourself to protect someone you cared about?"

"In the past, yes. Nowadays, no."

"Why?"

"I'm not telling a little worm like you!"

"Then I will!" said Ratchet.

"Fine. Enlighten us with your side of the story, Ratchet."

"Thousands of years before Optimus and his team left for Earth, It was him, me, Ironhide, Elita, and Bumblebee that were sent on a mission to destroy a Decepticon Power Plant on Cybertron. It was deep in the underbelly of the planet. In the darkest part of the entire planet. When we got there, we did the normal thing: Kill some drones, plant explosives, usual thing. Although, when we detonated the place, it was falling down fast."

"We all got out of there. All of us, except Elita. When we noticed that she wasn't with us, Optimus went in after her. We tried to stop him, but he went ahead anyway. A few minutes later, Optimus came back empty handed. It burned down a few seconds later. He said he couldn't find her. We all thought she had perished it the fire."

"Months later, she returned to us with new legs and a new torso. She told us she was repaired by an unknown being. Since then, she has been more distant from Optimus and the others. She became meaner and more aggressive. She kinda had a Decepticon persona to her. That is the story."

"Well done Ratchet. You remember well for an old codger."

"Hmm... You and Optimus used to be the closest friends of all. Even when you were originally called: Ariel. You two were inseparable. What it that day that you changed?"

"Yes! I will tell you the truth. When the place burned down, most of my body had melted. I was on the verge of death... until..."

"Until what?"

"Until I was save by Megatron, Starscream, and Astrotrain."

"WHAT?" said Ratchet.

"Yes. They promised me power if I was their spy, telling them all of our future plans and what not."

"So, the battle on the Cybertronian Bridge was because of you?"

"Yep."

"You traitor!"

The Autobots grabbed their weapons and aimed them at Elita. She just smiled.

"I knew it would come to this. Now, this war will soon be over with one movement from Lord Fallen... bye!" and she vanished in a blinding light.

_Chapter 8: Kens Plan_

"Where did she go?" yelled Ken.

"She space bridged. I believe she is with Megatron right now." said Ratchet.

"What do we do?" asked Mike.

"Well, have you found the Cyber Planet Key yet?"

"No. All we did was find a riddle that leads to it." said Arcee.

Ratchet went through Wheeljacks data and found the riddle. He read it over and over, trying to figure it out. He had no such luck.

"Land of power? Whats that?" asked Firestar.

The humans thought and thought. For a few minutes, they thought more.

"Wait! Land of power... Washington D.C.!" shouted Ken.

"Yeah, your right!" said Marissa.

"And the building, it's the Washington Monument! The Cyber Planet Key is underneath the Washington Monument in Washington D.C.!"

"What is this 'Washington D.C.'?" asked Sideswipe.

"Our president, the most powerful person in the country, lives there. So, its technically called the Land of Power. The Key has to be there!" said Mike.

"Ironhide! Are the engines repaired?" asked Ken.

"Yeah. Me and Bee finished them before we came to your rescue." said Ironhide.

"Good! I got a plan."

"What is it? We are right behind you 100% of the way." said Marissa.

Ken looked at the Autobots, who all nodded, as if saying 'We are with you too.' Ken looked around and thought out a very productive plan.

"Ok, once we get to D.C., Megatron is sure to follow. To get there, we'll have to take the main turnpike. Now, Ratchet, you will be leading us. I'll ride with you and give you directions. Ironhide, Mirage, you two will take the back. We need some powerful Autobots in case of a sneak attack."

All three nodded.

"Next, Inferno, you and Quickswitch will drive the Ark to D.C. Even though it's a low chance, maybe we can use a piece of the Key to revive Optimus. It's worth a shot. Ok, Arcee and Chromia, you'll be behind Ratchet. Firestar and Moonracer, you two will be in front of Ironhide and Mirage, in case they get attacked. Dinobots, you guys will stay in the ship, since we don't wanna scare any drivers on the way there."

"We no scary! We strong and awesome!" said Grimlock.

"Yes you are. Now, I doubt Soundwave will be fighting since he was bruised up pretty bad. So, we may fight one of his minions, so Dinobots, you will guard the ship if/when there is a big battle. We don't want any Cons destroying this ship. Got it?"

"We understand you, human leader!" said Sludge.

Ken smiled at this remark. Ken had never been called a leader before. It was thrilling.

"Ok, next...Megatron only has a few Cons with him, Starscream and Elita. They shouldn't be much of a bother, but from what my friends tell me, The Fallen could be arriving at anytime. You all know what that means. We must fight!"

"Here, here!" said Chromia.

"Lastly, Jetfire, you and Powerglide will fly on ahead of us, in case there are any Cons on our tail."

"I hear ya, boy-o!" said Jetfire.

"Any questions?"

The Autobots and humans nodded.

"Ok, Autobots! Transform and roll out!" said Ken with determination.

They all transformed. Ken got into Ratchet, Mike into Bumblebee, and Marissa into Chromia. Jetfire and Powerglide flew off out of the base and soared to the south, which was where they were to go. When all the Autobots left, led by Ratchet, Inferno and Quickswitch powered up The Ark, and the ship managed to get loose from the rocks that had encased it. The ship roared with power. The back engines started glowing red, and soon, flames emitted from it, like a real human spaceship. The ship backed out from its rock prison and it turned around. Flying at 80 miles and hour, the ship speeded off to the south, just as planned.

Meanwhile, at The Nemesis, Soundwave was calibrating information on the computer. Megatron strolled in with Elita and Starscream.

"So, now that Elita has revealed herself and has joined us, we must wait for The Fallen to arrive. My plan is going smoothly." said Megatron.

"What a brilliant plan it has been master. Surely one for the record books!" gloated Starscream.

"Oh, sure, go kissing up to him. You've been doing that for years!" said Elita.

Starscream grew mad at the new Decepticon.

"Why I outta!"

"SILENCE!" yelled Megatron.

He moved Soundwave out of the way and pressed a few buttons. Soon, The Fallen has appeared on screen; well, his sonic waves did. In his Carrier mode, he was joined by the Heralds and 30 or so drones.

"What is it Megatron?" asked The Fallen

"Fallen. Prime is dead! And we have the Matrix."

"For once you didn't fail me. I congratulate you on this most... exciting victory. Now no one will be able to stop us!"

"And Elita One, former friend of Primes, is now one of us."

"Good. We need more followers. We shall be there in a few hours. Then the takeover of the planet Earth!"

The screen went dark. Soundwave started doing more calibrating while Megatron was upgrading his own pistol.

"Lord Megatron! Autobots detected!" said Soundwave.

"Where?"

"Sensors indicate that they are headed to a place called 'Washington D.C.' Possibility of Planet Key location. Orders?"

"We will follow them. Elita, make your way their now. We will see you in D.C. shortly."

"Yes my lord." said Elita.

Megatron looked up.

"Now, Autobots. Fight us now. Hahahahahaha"

_Chapter 9: Highway Brawl_

The Autobots raced to the southern highway, which was the shortest way to Washington. This particular highway was the only highway in existence to lead from one state to Washington D.C.. Ratchet led the pack, accompanied by Ken. Behind him, Arcee and Chromia(with Marissa). Behind them was Bumblebee(with Mike) and Sideswipe. Next, there was Hardhead and Sunstreaker. Finally, in the back was Ironhide and Mirage, but in front of them, was Firestar and Moonracer.

Ken was amazed by the technology inside Ratchet. He wanted to touch the tech, but was afraid something bad would happen. He heard jets outside his window and saw Powerglide and Jetfire speeding off. Ken popped his head out the window and looked back. Everything was going according to plan. No Decepticons were showing up... for now.

"Ke..n. K...en. Do... yo...u...re...a...d...me...?" said a muffled voice.

Ken looked down and saw a ear piece, which was where the voice was coming from. He picked it up and put it in his ear.

"Hello?"

"This is Jetfire. We got some news!"

"What is it? Decepticons?"

"You got it boy-o!"

"Where are they?"

"Behind Ironhide and Mirage."

"Can you place names?"

"Grindor and Sideways, Megatrons top assassins."

"Right. Ironhide, do you read?"

"Right here! What ya need Ken?" said Ironhide.

"We got two Cons coming after us! Names are Grindor and Sideways. You and Mirage take them out now!"

"Roger that, two Decepticreep butt kickings coming up. We'll catch up after they are toast."

"Ok! Be careful!"

The transmission ended. In the back, Ironhide could hear a fast motor and propellers.

"All right Mirage. We got two assassins that Ken wants us to take care off. Ready?"

"You know it Ironhide! I'm always ready for a Con thrashing!"

Speeding down the highway was Sideways. He was a ferocious Decepticon, known for killing without question. He was a silver and red 2008 Audi R8. He spoke in a deep scratchy voice. His main weapons were his sharp claws and a proton blaster. He was partners with Grindor, who was equally as mean.

Grindor was the brother/clone of Blackout. Being this, he took the same alternate mode as his brother. If you though Blackout was mean, Grindor is worse. He is a killing machine and has no room for thinking. He mainly used his helicopter propellers as weapons and loved using a ion rocket launcher, which he kept equipped to his chest. He was the only Decepticon who didn't speak. Why should he? He is a killing machine!

Sideways was near a mile away from Grindor, when it began. Sideways transformed and started running down the highway. As he ran toward Ironhide and Mirage, he flipped and tossed a few cars and trucks, killing the innocent humans inside. Mirage performed a U-turn and suddenly became invisible. Ironhide could see the crazy Decepticon charging at him. He transformed and ran toward Sideways.

Sideways leaped and lunged at the Autobot. He grabbed a hold of him and pushed him to the ground. Ironhide grabbed his hideous, ravenous face and pushed him away. Suddenly, they rolled. Ironhide was on top and was pounding Sideways' face into the cement road. He pushed Ironhide away and got up. The Autobot carefully got up. As before, Sideways charged and lunged. The Autobot smiled.

He grabbed out his shotgun and blasted Sideways in the face. He flew back a few feet and landed right against a tractor trailer. He toppled alongside it. Ironhide walked to the wounded Decepticon and placed his foot on his chest. He aimed his gun at his head.

"Decepticon punk."

He fired. Sideways' head was blown into little bits of scrap. He was about to transform, when he was being attacked. He looked and saw Grindor coming. As that happened, Mirages vehicle mode came into view. He transformed and jumped into the air. He took two of his hooks and swung them at the underbelly of Grindor. They attached and Mirage was riding it as if water skiing.

"Yee-haw! This is better then wrangling with The Dweller!" he cheered.

Ironhide grabbed his gun and fired at the helicopter propellers. They hit, and were destroyed. Grindor came crashing down, but transformed before hitting the ground. He landed on his face, and Mirages hooks came back to him. Both Autobots walked to the broken Con.

"Any last words?" asked Mirage

Grindor stayed quiet.

"That's what I thought."

He swung his arm blades and cut off Grindors head. His blades retracted back into his arm. He stared at Ironhide and nodded. They took a look at the destruction around them. It wasn't pretty.

"Who is cleaning this all up?" asked Mirage

"Definitely not us. Let's go." answered Ironhide.

They both took off to join the others in Washington.

_Chapter 10: Key Uncovered_

In Washington D.C., the Autobots had finally arrived and were driving through the city. Ken looked out and was in awe. He had never been to Washington before and he loved it so far.

"Well? Where is this monument Ken?: asked Ratchet.

"Umm...there!" he said as he pointed to a tall white tall obelisk. "That's the monument."

"Okay. Autobots, let's roll."

Soon, they had arrived at the monument and the Autobots stayed in vehicle mode. Ken, Mike, and Marissa got out to examine it. The pushed through many tourists in order to get a better look. They looked all around the stone, but found nothing. Mike pointed something out.

"Dudes? What's that mark on the front?"

They looked and examined it. It was indeed a mark. A mark that looked like a sword had penetrated it. Ken thought and thought. It then hit him. He ran back to Ratchet with the news.

"Ratchet! There is a mark on the monument that could resemble some kind of weapon that hit it sometime ago. Any ideas?"

"Well, I have learned in our past that many locks can only be opened by the weapon of a Prime. Should we?"

"I don't know. You guys could scare the people here and you could get killed by secret service."

"Human weapons can't harm us. Hell, not even your tanks could scratch us."

Soon, Mike tapped Ken on the shoulder and he turned around. A tall man was walking toward them with three other men in black suits. They all gulped.

"Who is that?" whispered Ratchet.

"T-T-The President of the United States. The most powerful man in the world."

The President stopped feet away from them.

"Hello children."

"Hello Mr. President." they all said.

"Why is it that you three have so many cars on the vicinity?"

"Umm... umm." murmured Mike.

"Please don't lie. I really hate liars."

"Guess we have to do it guys." He turned to the Autobots. "Guys! Transform!"

They all started transforming in view of thousands of people. The secret service stood in front of the President and started firing on the Autobots. True to ratchets word, the bullets had no effect. Thousands of people screamed and ran for cover. Ratchet and the others just stood there. The President saw this and issued that they stop. He walked to the Autobots.

"Who are you?"

"We are the Autobots. I am Ratchet, medical officer and temporary leader of the Autobots."

"What do you mean, temporary?"

"Our real leader died just a day ago and we plan on bringing him back to life."

"How?"

"With the help of a mystical item buried beneath your monument."

"I forbid you from tearing it down! It's been there since before I was born."

"Mr. President, we aren't going to tear it down." interrupted Ken.

"Son, There have been rumors for about a year and they all involve people seeing metal people. As President, I won't allow these things to continue terrorizing this country!"

"You need them! The entire world will be destroyed unless you let them help!"

"Balderdash!"

"Sir, They have enemies called Decepticons. Their supreme leader called The Fallen is on his way here along with his soldiers and they will not hesitate to kill us all. So, for once, do something great for your country and let them do what they do best!"

"No. There is nothing our military can't handle. This is our war now and we will win it as we always have: with a coordinated military strategy."

"This fool is terribly misinformed" said Ratchet.

"Silence you metal junk!"

Ratchet had had enough. He stormed to the President and lifted him up off the ground.

"Let me go!"

"Do you remember back in World War II, a certain general and his men encountered a giant metal robot? And he was the sole survivor of the onslaught?"

"Patton? He gave us a crack pot story about a robot that killed his men, the Germans, and our best tanks!"

"Well, he was being truthful. They were attacked by a Decepticon named Shockwave, who is now dead."

"Are you crazy too?"

"No. I just made reports on his travels. What he told you was true. Decepticons are ruthless and will kill any alien species without question. Megatron, their leader, has had many species extinct. Do you want yours to be next?"

"No."

"We are Autobots and we fight to protect all alien species. As in the words of the great Sentinel Prime: 'Freedom is Everyones right.' Do you want to be the one responsible for killing your entire race?"

"No."

"Even if you disagree with us, we are going to fight them so all of you can be saved. Understood?"

"Yes. On one condition."

"What is it?"

"If and when you save us, will you leave this planet peacefully?"

"I cannot answer that until Optimus is revived. He will give you an answer."

"Fine."

He let down the President.

"Sir, I suggest you get somewhere safe. There is not telling what will happen." said Ken.

He nodded. He and his guards ran back to the White House and entered it. He turned to Ratchet.

"So, how are we going to do it?"

As he said that, The Ark was just above them and coming down to land. Soon, it successfully landed. The launch doors opened and Inferno, Quickswitch, and the Dinobots came out. Jetfire and Powerglide flew down and transformed.

"Skies are all clear!" said Powerglide.

"Good. What now Ratchet?" said Ken.

"Powerglide, get Optimus' ax! Grimlock, go get Optimus."

Both Autobots ran to the Ark. Soon, they came back with the desired objects. Grimlock was in robot mode, carrying Optimus' dead body. Powerglide handed the small baton to Ratchet. He walked to the monument and pressed a button. The energon ax appeared and hummed. Ratchet lifted it up, and swung down at the obelisk. The tip of the ax had entered the mark on the monument. Soon, red energon veins erupted throughout the obelisk and the ground shook.

"Everyone! Run!" yelled Mike.

They all ran a good distance away from the tower. Soon, the ground near the tower begun to rise. Rock were crumbling everywhere, and some even got destroyed as the rock came up. In no time, a giant rock, the length of a football field, was floating in the air. Metallic rocks stuck out of it. They were kinda like shards. They all gazed at the rock in amazement.

"We did it... WE DID IT!" yelled Bumblebee.

"Yeah, we did!" yelled Sideswipe.

"It's beautiful." said Ratchet.

"Shall we?" asked Marissa.

"Yes." finished Ken.

_Chapter 11: Optimus' Return_

Ratchet walked to the Cyber Planet Key and forcecivly pulled a shard from it. As he walked to Optimus, Ken ran.

"Grimlock. Set him down." said Ratchet.

He nodded and put down the body on the warm grass. Ratchet stopped beside Optimus and rose his fist.

"Wait!" yelled Ken.

Ratchet looked at him with confusion.

"I wanna do it."

"I understand. You were his friend. It's only right." he smiled.

He handed Ken the shard, which was so big, he had to hold it with two hands. He carefully climbed onto Optimus' chest. He looked at Ratchet, who opened his leaders chest. Ken rose the shard high.

"Optimus. Please come back to us."

He swung down. The shard landed dead center into Optimus' spark. There came a sound, like a machine starting up. His eyes turned from grey, to bright blue. Ken hurried off of him, and saw his friend. He coughed hard as if wanting to do so for years. Optimus looked around him and sat up. He saw Ken next to Ratchet.

"Ken. You returned for me."

"Always."

Optimus gave a very definite smile. He looked at the other Autobots and stood up.

"It's great to see you all again. What has happened in my absence?"

"That's what I want to know!" yelled a distant voice.

He turned and saw the President walking to them.

"Who are you?" asked Optimus.

"I am the President of the United States. You?"

"I am Optimus Prime. Leader of the Autobots."

"Ah, so maybe you can give me an answer."

Ratchet went to Optimus and explained the conversation he had with the human. He nodded in much agreement.

"So, if you win this battle, will you leave our planet peacefully?"

"Freedom is your right. If you make that request, we will honor it."

"Goo-"

"But! Before you decide your best action for us, please ask yourself this: What if we leave, and you're wrong?" he said as he crouched to the man.

He had no answer. A sonic boom was heard from a distance and soon, two jets came flying toward them. Along side them, a Ford truck was pulling up near them. The jets transformed to reveal Megatron and Starscream. The truck transformed and Elita One joined them.

"Megatron!"

"Prime! You live!"

"Does that surprise you?"

"In some way, no. I should've known your Autobots would find a way to revive you."

"Shall we end this once and for all?"

"Soon, my old friend. Soon. For now, I am thrilled you found the Key for me."

"They didn't find it for you, Megatron!"

"Easy Prime. You don't want to upset your ex friend, now do you?" he placed a hand on Elitas shoulder.

"Elita, come with us and we can defeat them together."

"No." she said angrily.

"Optimus?" said Ratchet.

He told Optimus the whole story about Elitas betrayal. He told everything, from the bridge, to the last days of their time on Cybertron. Optimus grieved in disbelief.

"Elita. How could you? You and me were partners to the end. That was our oath in the Autobot Academy."

"You left me to die!"

"I looked for you when I saw that you were missing. I had to run out when it was getting too dangerous."

"You never cared about me Orion! Now that I am siding with Megatron, I will get the power I need to kill my nemesis: You."

"Elita. What would Alpha Trion say?"

"He is an old fool who is going to die any day now! And soon, you all will too."

Soon, a little RC car was driving itself past the Autobots and to Megatron. In the bed of his mode, was a shard from the Key! Megatron picked it up and held it in his hands. The car transformed and Frenzy scurried on top of Megatrons shoulder.

"I do good master?"

"Yes Frenzy. Very good."

"What are you doing now Megatron?" demanded Optimus.

"Now, I am going to give the power I promised to your precious Elita. Just by touching this shard, I can transform it... into Dark Energon."

The Autobots gasped at the word. Soon, the shard on his hand started turning black with a purplish aura. Ratchet stepped in.

"Megatron! Stop! Dark Energon could kill her!"

"If that happens, so be it!" he shouted as he implanted the shard into Elitas spark.

She grunted at the sudden pain. Dark Energon was surging through her system at a rapid rate. Her eyes turned purple and a few of her robotic teeth turned into sharp metal fangs. Her hands turned into vicious claws. Finally, her legs separated into eight individual spider-like legs. Her lower torso formed into a spiders abdomen. She gasped for air and breathed out purple air. She smiled.

"I feel amazing! I can feel Dark Energon within me!"

"Elita?" said a concerned Optimus.

"I... am NOT ELITA! I AM BLACK ARACHNIA!"

Megatron smiled. Optimus went to draw his ax, but looked up in the sky. Everyone else looked, even the President. Dark clouds were forming and thunder lashed the city. Megatron smiled.

"He's here."

"Who is?" asked the President.

"The Fallen." whispered Ratchet.

_Chapter 12: D.C. Battle_

A massive Aircraft carrier emerged from the clouds and slowly came down into the city. The back of the carrier opened up and, what looked like 50 robots, came out and soared downward into the city. Megatron laughed.

"You have no chance now, Prime!"

"We shall see."

"Very soon."

"Optimus, if you wish to fight me, meet me on top of that building!" said Elita as she pointed to a very tall building, about 15 stories.

She quickly ran and climbed up the building. Megatron and Starscream transformed and flew off. Optimus looked at everyone. They all got out their weapons and loaded up. He looked at the President.

"Sir, please get to a safe location. Your death would ensure disaster for your country."

"Y-Y-Yeah." he ran.

"Now that that is out of the way, I predict that The Fallen is having his drones and Heralds surround the city in order to make a fort. We'll have to blast our way in."

"Orders, sir?" asked Arcee.

"Ironhide, as Sergeant, you will take Chromia, Firestar, Moonracer, Inferno, and Swoop as the main assault. Understood?"

"Got it Prime!" said Ironhide.

"Bumblebee, I am promoting you to Lieutenant. You will take Powerglide, Ratchet, Hardhead, Quickswitch, and Slag as the flanking team."

"Yes sir!" cheered Bumblebee.

"Sideswipe, as 2nd Lieutenant, you will take Arcee, Mirage, Jetfire, Sunstreaker, and Grimlock and you will support Ironhide and Bumblebees team. Got it?"

"Ya man, got it!" said Sideswipe.

"Good. Ken, you and your friends will stay on the ship with Sludge and Snarl."

"No."

Optimus turned around with a demanding look.

"The best place for you is away from the onslaught."

"Optimus, Ron is our friend and we will be the ones to save him. You would do the same thing if an Autobot was captured by a human, wouldn't you?"

"Yes. I would."

"I'm not asking your permission to save our friend. All for one and one for all. We stay side by side, till the end."

He, along with his friends, readied their weapons. As they started to leave, they were called.

"Ken!" yelled Ratchet.

He threw a small ear piece at him and he caught it.

"It is an ear piece that will allow you to communicate with any of us."

"Thanks Ratchet. Marissa! Mike! Let's save our friend!"

They ran into the city, which had screams, explosions, and chaos all around.

"Now that everything is where it should be. I have something to say Autobots. If we all die in this grand fight, I wanna say that it has been an honor serving with all. Autobots, rollout!"

Everyone transformed and set off in their respective teams and headed into the bloodshed. Meanwhile, before the Autobots headed out, Megatron and Starscream flew back to The Fallen, who had just landed on a few buildings, killing many humans inside. Dirge, Cyclonus, Sweeps, and Bludgeon were standing at attention, guns in hand. The drones were spread out in the city, preparing to fight.

"Well, if it isn't Megatron!" shouted Cyclonus.

"What news Megatron?" boomed The Fallens voice.

"Prime has been resurrected and is now leading the Autobots to a false victory. Elita is going to kill him for us, so we shouldn't worry."

"And The Matrix?"

He pulled the Matrix out of his chest and showed it to his leader.

"I can sense its power!" said Sweeps.

"It's incredible!" said Dirge.

He waited for a response from his leader, but got none. Instead, His propellers stopped moving and he started transforming. As he did so, building were destroyed or blown up by the parts that were transforming. Soon, The Fallen was standing high above them. His height was as tall as the empire state building, maybe higher. He looked around.

"What a ugly and pathetic planet. I will enjoy destroying it."

"Shall we terminate them?" asked Bludgeon.

"No. My plan is much better. All of you, go to your battle stations. Megatron, give me the Matrix."

He threw the artifact to his leader and The Fallen held it in glory.

"Now Autobots, stop us now."

_Chapter 13: The Weapon _ _Uncovered_

It floated in between his hands and he started chanting in Cybertronian. Soon, it turned to English:

"Now, my ultimate weapon, I awaken you from your dark and dirty prison!"

An earthquake soon started as he ended his words. A few Autobots who were fighting off drones, suddenly fell over. Ken and his friends fell over as they were running. They got their footing and looked up and saw something emerging from the ground. To Kens eye, it looked like a Cybertronian Ray Gun. He pressed his ear piece.

"Ratchet! Do you read?"

"I read you."

"Do you see that big ray gun?"

"I do. We are in trouble."

"Why?"

"In ancient times, that gun was used to destroy entire planets. It is his most powerful creation."

"Oh, crap."

The Fallen marveled at his weapon. It was a few miles away, but that didn't stop him. He held the Matrix and looked down.

"Sweeps!" he yelled.

Sweeps was right below him, holding Ron in a cage.

"Yes, my master?"

""Keep the Matrix safe. I have some Autobots to kill."

"As you wish, master."

Ron looked up at the ugly Con.

"You won't get away with this! My friends will save me!"

"Silence, you worm! No Autobots are going to save you." said Sweeps.

He transformed and drove off to a remote location of the city, carefully securing the cage. As The Fallen glared at his weapon, Starscream transformed onto his shoulder.

"Master, your moment of triumph is at hand!"

"It is, Starscream. It is."

"Anything you want me to do?"

"You will survey the air and destroy any Autobots that you can."

"Of course, my master." he said as he transformed.

Before he took off to what his master ordered, he flew down and joined Megatron.

"Master, do you think Elita will be able to dispose of Prime?"

"I have faith that her new power will be enough. Although, she'll easily die if her emotions get in the way."

"I thought that Dark Energon eliminated that sort of thing?"

"No. All it does is make you stronger, which it did for her."

"So, you think she will die?"

"Maybe,"

"Master? I know I am but a pure underling, but what is the history behind Lord Fallens massive weapon?"

"He created it after he was exiled from Atlantis. Deep in his mind, he wanted to create a weapon that even the mighty Primes would fear. So, for millennia, he crafted a massive ray gun that could destroy anything. Even a planet."

"All was going as planned... until."

"Until what master?"

"Until the lab where it was being worked on was invaded by Sentinel Prime and his soldiers. In that time, Prime was a meaningful leader and wouldn't destroy anything or anyone. Under his order, he ordered The Fallen to send it to a far away world, where it would never be used."

"It coincidently landed here, then?"

"Yes. He had no idea where it had gone. It was not until a few thousand years before Shockwave left for here, that there was a massive energon reading coming from the planet. He knew it must've been his weapon, since it holds great amounts of it."

"If I may, who reported it?"

"The exiled Decepticon assassins: The Dreads. They were on their way to an unknown planet when they reported it. I have not heard from them since and I would prefer it to stay that way."

"Weren't they the team that tried to overthrow you?"

"Yes. They were fools to try. I believe them to be dead and I want it to stay that way."

"Of course, my master."

"So, why didn't Lord Fallen come to this planet to retrieve his weapon?"

"Since Earth was considered a save haven for any Autobot, Alpha Trion and Sentinel put a barrier around Earth, preventing The Fallen from arriving."

"It was broken, I assume?"

"Yes. It could only be broken by killing all the Primes."

"So, when you killed Optimus, the barrier was destroyed!"

"You catch on quick."

"But since he was revived, shouldn't it go back up?"

"No. Once its destroyed, it can never be reused. Not even if said Prime is revived."

As they finished, The Fallen roared.

"DECEPTICONS! BEGIN OUR ASSAULT!"

As Optimus heard this, he quietly said to himself: "The battle for Earth has begun."

_Chapter 14: Ron's Rescue_

In the start of the battle, Ken, Mike, and Marissa carefully traversed the city, trying to find Ron. For more then half an hour, they searched. Along the way, they saw the carnage of the war. When they passed a street, Ken got a glimpse of Hardhead smashing a drones head into a pancake. Marissa saw Ratchet pull a drone in half. Lastly, Mike saw Inferno use his hand to grab a drones spark and smashed it from inside the body. The drone fell down, more dead then a doornail.

Soon, they came to a destroyed parking lot, surrounded by many building that were used for hiding. They carefully skidded against the wall, with Ken leading. He looked past the corner and poked his head out. He saw Sweeps, in his robot mode and holding the cage that Ron was in. He had his friends crouch down and huddle.

"What is it?" asked Marissa.

"It's Sweeps, one of The Fallens heralds. He has Ron in a cage."

"What'll we do?"

He thought for a while and whispered the plan to them. They all agreed and got into place. Mike took place a few yards away from Sweeps' feet. Marissa and Ken carefull made their way to both sides of him and waited.

"Ok, everyone in position?"

"Affirmative," said both Mike and Marissa.

Mike looked over and saw Ken nod. He aimed his gun at the Cons' feet and fired two silent shots. The shots looked like mines. They landed right at the heel and Sweeps couldn't feel it. With detonator in hand, he was about to press the button when he heard the Con talking.

"Ya know human?"

"What?" he said, annoyed.

"Once this planet is ours, maybe you remaining humans will be our servants. Maybe our pets."

"Never gonna happen, Speaks!"

"The name, is SWEEPS, you retched vermin!"

He grabbed a little red rod and aimed it at him. Ron screamed at the top of his lungs as he was electrocuted. Ken couldn't watch anymore.

"Mike! Do it! Now!" he shouted into the ear piece.

He nodded and pressed the detonator. Two powerful explosions happened on Sweeps' feet.

"Rahhhhh!" he shouted as he fell face first to the floor, letting go of the Matrix and Rons cage.

"Mike! Lets go! Marissa, get Ron out of that cage!"

She agreed and rushed to the cage. As she ran, Mike and Ken readied their weapons and ran to the face of the wounded Con. They got to the head and aimed Sweeps looked at them with anger.

"Go ahead. End me. Ending me will only fuel the rage of Unicron!"

"We aren't scared of that monster." said Mike.

"You will be. You will be."

"Time to die, Sweeps."

They fired their guns at his face. With multiple rounds, they eventually killed the Con. Energon spilled from his mouth, a sign that he was truly dead. Meanwhile, when marissa ran to the cage, she was terrified. She tried to comfort Ron, but it was no use.

"Ron! You ok?"

"Marissa, you're here. Are you here to save me?"

"Of course. We told Optimus that we were going to save you."

"And you did."

"Yeah, we did. Lets get you out of here."

She took a pin from her hair and picked the lock of the cage. After much frustration, she unlocked the cage and carried Ron out. They could see that Mike and Ken had finished off Sweeps and were heading over. They got together and laughed.

"Dude, you look terrible." laughed Ron.

"You look like crap yourself." said Ken.

"So, what now?" asked Mike.

"We join the other Autobots and fight." said Marissa.

"That would be a good plan... if you weren't dead!" said an incoming voice.

Starscream flew in and transformed in front of them. They staggered back and ran. He just laughed.

"I love it when your little insect feet try to run!"

He followed them until they hit a dead end in an alley.

"Well, we meet again, eh, boy!" he said to Ken.

He almost passed out from the stench of Starscreams breath. He aimed his arm cannon at the and smiled.

"Lord Megatron will be happy that I killed the four chosen humans. Maybe even a promotion!"

"Not likely!" said a voice.

Arcee jumped behind Starscream and hung onto his neck.

"Stupid Autobot! Get off me!"

"RUN!" she yelled.

They ran around the swerving Con and ran off a ruined building. Starscream managed to grab her head and toss her over. She landed on her feet and slid on the ground.

_Chapter 15: Optimus vs Elita_

When the Autobots and humans left, Optimus saw Elita climb up the building and shouting.

"Come face me Optimus! If you have the bolts for it!"

He sighed. He transformed and drove off to the building. Along the way, he remembered back to their academy days. He and Elita were the top two Autobots in the class. Their graduation from Autobot Academy lasted a few hours, right before the assault on Iacon. In a final test of their positions, Alpha Trion had ordered them both to fight each other, in front of the entire Academy. In the end, Optimus won, mainly because he was more experienced then Elita.

She faced defeat and commended him for the victory. Optimus was promoted to General of the Autobots and Elita was made leader of the Female Autobots. This pleased both of them greatly. When out in the field, Optimus cared just for himself, but changed when a scout named Bumblebee saved him from being killed by Megatron. Optimus then understood the value of life and teamwork. Since then, he was the best leader they ever had.

Elita cared only for herself and was the same way, even when she switched sides and became a spy. She was always mean to her soldiers, and no male bot wanted to be with her. No one, except Optimus. They had history together and had feelings for each other. Nothing would've changed that. Not even the war. Now, Optimus was on his way to kill her, since she had joined the Cons.

He stopped at the bottom of the building and transformed. He looked at the horizon and saw his Autobots preparing. In the distance he could hear The Fallen tell us that his Cons were attacking. He could hear bombs, gun fire, screaming going on in the city. He looked up the building and saw Elita back away. He jumped onto the building and started climbing up.

Soon, he got to the top and saw Elita, standing with a grim smirk on her ugly face. He proceeded to walk to her, while drawing his ax. She grabbed her short sword from her side and licked it.

"Optimus, my old friend. Are you ready for your final battle?"

"I wish not to fight you Elita."

"I am Black Arachnia! You will do well to remember that!"

"You may have changed your name and appearance, but you will always be Elita One to us all."

"Not anymore. I am a loyal servant to Lord Megatron and Lord Fallen. With them here, the entire human race will die. I highly doubt that even you, the great Optimus Prime, will be able to defeat them."

"In the words of the great Zeta Prime: If there's a will, there's a way. And I will find a way to destroy them both."

"You will try and fail. Even the great Omega Supreme would fall to Lord Fallen, despite his size."

"I do not require Omegas help. The Fallen will fall one day and it will not be by my hand."

"Then who? Who will kill Lord Fallen?"

"I do not know. His day will come soon. I promise you that."

"Enough talk! Die!" she yelled as she charged.

She came much quicker then he expected, but he blocked her sword strike with his ax. He pushed her back and swung. A long mark on her stomach made her more then mad. She swung her sword furiously at him, and he blocked every hit. He didn't even move, as if he had expected this.

"You may have a new body and weapon, but your fighting style remains the same." said Optimus.

She grew even more angry and at Optimus with her claw. It left five short marks on his chest. He groaned in pain, and accidently dropped his ax. She jabbed her sword into his leg and he dropped on one knee. She positioned her sword at his throat and laughed.

"Who is superior now, Optimus?"

"Certainly... not you!" he said as quickly shot her in the chest.

She flew back to the edge of the building. He got up and grabbed his ax. He put away the gun and their fighting continued on for near half an hour. On their final legs, She jumped at Optimus, trying to land a fatal blow, but he was too quick. She shot her in the stomach and she flew back even more then last time. She rolled over the edge, but grabbed it in a flash. Hw walked over to the edge and stared at her.

"You brought this to yourself Elita. You don't deserve to die by my hand."

"Why not?" he grunted.

"You were always my friend. You still are. A bond like ours doesn't vanish like that."

"Save the pity! Kill me now! You know you want to."

He extended his hand, wanting to save her. She hissed and he backed off. In a second, the edge gave way and she fell six stories to the floor. Coincidently, Megatron was passing along, with gun in hand. There was a thundering crash behind him. He turned to see Elita, on her back and groveling in pain. Optimus saw this and proceeded to climb down. Megatron stared at her. She extended her hand and appeared to be crying.

"M-M-My lord. P-P-Please save me. I b-b-b-beg y-y-you."

"You beg? Arachnia, I do not approve of begging. You had a chance to kill Prime and you failed. I have no need for you anymore."

He aimed his pistol at her head.

"My lord! NOOOO-" she was cut off as the blast entered her head and her mechanical brain was melted from the heat of the bullet.

Optimus landed with a boom. She saw Megatron and what he had shot. He looked at Elitas dead body with despair. Megatron smiled at him, but Optimus gave him a look that he hadn't seen in years. The look of anger.

_Chapter 16: Herald Fights_

As the three Autobot teams headed into battle, Ironhide led the assault. They transformed and scouted. He looked at his team.

"Swoop, man the skies and scout on ahead."

"Swoop obey!" he screeched.

He transformed and flew high and far. As Ironhide and his team hid behind buildings, and prepared their weapons, Swoop came back, transformed, and had fear in his circuits.

"We got trouble! Decepticon Dirge approaches with team of 20 drones!"

"Right. Ready your weapons, Swoop."

Swoop nodded and got with Inferno and Chromia. A distance away, Bumblebee had returned to his team with a grim look on his face.

"Team, Bludgeon and his ten drones approaches. Get ready!"

"Right. Any other orders?" asked Ratchet.

"Hmm... Quickswitch, transform to beast mode and get high a top the building. Once I signal you, drop a few grenades on the Cons. Got it?"

"Got it, Commander Bumblebee." he said as he transformed and took off.

"Everyone, get ready!"

Finally, Sideswipe and his men were preparing for the worst. They were going up against Cyclonus, the most dangerous of The Fallens men. Weapons were being prepared and ammo was being checked. In a flash, Jetfire had come back. He transformed and wobbled a little.

"Well?" asked Arcee.

"That cursed Con called Cyclonus is near. He must have near 20 drones with him. Orders, Sideswipe?"

"Just do your best and if you die, you die with honor." said Sideswipe.

The Fallens assault command was spoken and it had begun. Dirge smiled and let out a battle cry.

"Now, my soldiers, KILL THE AUTOBOTS! GO!"

The drones handled their weapons and charged deeper into the city. Ironhide and his men prepared for the worst. A drone was the first to fire. He nearly hit Chromia, who had ducked behind a building. The other drones started to fire as well. The Autobots were pinned down, unable to do anything.

"Ironhide, what do we do?" shouted Chromia.

"Give me time to think!" he shouted back.

Swoop tapped his shoulder.

"Swoop suggest ariel assault. Swoop good at destroying enemies from above."

"All right, go!"

Swoop transformed and flew off, with drones firing at him. Dirge could see this plot.

"Drones! They are trying to distract us! I will go after this flyer and the rest of you will fire on them!"

Dirge transformed and followed Swoop, who was killing a few drones from the air. Firestar quickly dodged bullets and got to Ironhides side.

"Ironhide, I got a few plasma grenades that should kill some, but mostly spread them out."

"Go ahead. Autobots, prepare for firing!"

Firestar activated the grenades and threw them as had as she could from behind the building. They landed in the middle of the group of drones. One drone looked down and ran.

"Grenade!"

Many of them were blown to bits when it went off. In his head, Inferno could count 11 drones dead from the blast. The others had ran and Ironhide took this chance.

"Autobots, go find them! Kill them all!"

They agreed and spread out. Meanwhile, Swoop was surveying the area, trying to find drones to kill. He was about to turn around, when his wing was shot from afar. Dirge had used one of his heat seeking rockets and shot him down near him. He ran to the weakened Autobot, who transformed to robot mode before crash landing. He could barley move and part of his back was destroyed, the result of the blast.

Dirge walked over to him, laughing.

"Well, well. You are a new one. What is your name, new bot?"

"I am Swoop. Ariel specialist of the Dinobots."

"Well, I am about to make you Dinobots extinct!"

He grabbed his electrified whip and swung it around. Swoop closed his eyes, preparing for the worst. He rose his arm and swung down. When Swoop didn't feel anything, he looked up. He saw that Dirge had a big hole in his chest. Ironhide came from a corner and blew the smoke off his gun.

"That is how it's done, Swoop."

With ariel support by Powerglide, Bumblebees team was overpowering Bludgeon and his small group of drones. Death came to the drones very quickly, as there weren't enough to form an assault. Bludgeon knew that he was going to perish, and he wasn't gonna die without a fight.

"Autobots! You may have killed my team, but I will not die without a fight!"

He grabbed out his hammer and charged at them. Bumblebee gave a swift hand movement and his team fired. Hardhead jumped from his hiding place and ran to Bludgeon, wanting to have a one on one fight. His left arm turned into a wrecking ball and he swung at the Con.

He blocked with his hammer and swung. Hardhead dodged it managed to land a punch. He went down with a bounce and groaned. Hardhead walked to the Con and started wailing on Bludgeons head with his wrecking ball. After many poundings, nothing was left of the Cons head. In a desperate act, the minion Frenzy charged at Bumblebee. He jumped with tiny sword in hand. Bumblebee grabbed his pistol, and without much effort, blew Frenzy to smithereens.

Sideswipes team was taking a hard pounding from Cyclonus' drones. He laughed menacingly

"Autobots! Give up and maybe Lord Fallen will spare you!"

"Never!" shouted Arcee.

Sideswipe started whispering into her robotic ear and she nodded. He transformed and took off. Cyclonus grabbed his gun, stood on top of a destroyed car, and began firing. His grenade pistol made many sudden blasts near them, but they didn't hit.

On the Autobots side, Grimlock was growing restless.

"Me Grimlock wanna battle stupid air Con!"

At that moment, Sideswipe barreled through the rest of the drones and sliced them up. Cyclonus was all alone. Even though he was bulky, Cyclonus ran to Sideswipe and uppercutted him back to his team.

"Sideswipe!" yelled Arcee and Sunstreaker.

Grimlock roared an angry roar.

"GRIMLOCK NO LIKE WHEN COMMANDER SIDESWIPE IS HURT! ME DESTROY YOU!"

He transformed to robot mode and drew out an energon sword and shield. He charged at the Con with all his might. Cyclonus threw away his pistol and drew his swords, ready for battle. For a few minutes, they engaged in a dramatic sword fight. Each one blocking their swings. In a tricky turn, Cyclonus managed to slice Grimlock. The Dinobot just smiled.

"Me Grimlock no hurt by puny swords!"

In a flash, he bash the Con with his shield, who staggered back. In one thrust, Grimlock impaled Cyclonus with his sword.

"Dat for Sideswipe!"

He took his sword back and the Con fell to the ground, dead.

_Chapter 17: The Fallens End_

Arcee was ready for a fight against Starscream. She lunged with all her might at him, preparing to die in battle. Ken was hesitant, but he grabbed his friends and they ran. In the distance, he could see the Ray Gun that The Fallen had unearthed. Ken licked his lips and was bold. He took Marissa in his arms and gave her a strong, long kiss on the lips. He let go and she blushed.

"What was that for?"

"I got a plan. I may not come back."

"We'll join you!" said Mike.

"No. I gotta do this myself. Go help the Autobots. Go!" he shouted.

Marissa ran with the others, but looked back and cried. Ken formed a heart shape with his hands and smiled. She did the same and ran off. He felt a tug on his leg. He looked to see a woman, around her 20's, wanting help.

"What's wrong?"

"M-M-My leg. A column crushed it. Please, help me."

"Don't worry. I'm sending help."

She smiled weakly. He pushed his ear piece.

"Ratchet, come in."

"Ratchet here. What's up?"

"There are a few humans down. I got a woman who's legs were crushed by a column. They need medical attention."

"I'll bring a few Bots with me. We killed Dirge. Tell them to stay put."

"Roger. Ken out."

He bent down at the woman.

"Don't worry, my Autobot friends will be here soon to help you."

"Thank y-y-you." she said as she kissed his cheek.

He blushed and ran off to the Gun. During Arcees battle, it looked grim. She was being overpowered by Starscream, who was just toying with her. He grabbed her head and spun her around many times. He threw her into a building and she was unable to get up.

"Are you done trying to win, Autobot?" yelled Starscream.

"An Autobot is never done fighting for the greater good!"

He got up and started swinging at him. With multiple swings, she sliced through his armor. In a final move, she uppercutted him. He soared a few feet up into the air and landed on his back. She grabbed her gun and pointed it at his head.

"Say good-bye, Starscream."

He smiled and quickly kicked her foot and she fell. He quickly transformed and took off. When she got her footing, she was mad.

"Starscream! Fight back you coward, fight back!"

Near the Capitol, Ken had managed to reach the gun, with The Fallen closing in on it. He searched for a helping hand, but none came.

"Gotta do this myself." he said to himself.

He began to climb onto the massive weapon, conquering his small fear of climbing. Through many blood shedding tears, he managed to get onto the controls for the gun. He could see the city being torn down by The Fallen. Gun fire continued to rampage the city. Over head, he could see The Fallens head. He gulped.

As The Fallen was destroying the city, he could feel something was wrong. He looked to his weapon and his heat sensors detected a human on his machine.

"Human! Get away from my weapon!"

He started walking toward it, as he was not capable of running. Ken tried every button on the machine, but it was all denied.

"Son of a bitch! What now?"

In the distance, he could hear a vibration. The Cyber Planet Key was shaking and rumbling. From its core, a light emerged. It guided its way to the machine, and into Kens hand. In his hand, the light formed into a blue artifact that resembled a key. It bore a sunset like symbol on it. In his head, he heard a voice. _"Place the Key into the port. Use its power to kill The Fallen._

He did as he was told and inserted it into a port in the front of the panel. The machine charged up to 10% and was ready for firing. Gun controls emerged for him, but were human sized. He took the controls and targeted The Fallen. He came closer and closer, but Ken wasn't gonna allow this. His target was locked and he fired.

A purple stream of energy emerged from the machine and fired a straight shot at The Fallen. The Autobots, who were tending to weakened humans and their own, looked up as it fired. The stream hit The Fallen square in the chest. Purple static ran through his body.

"No! No! Impossible! I, The Fallen, am killed by a measly human? Impossible!"

His body began to fall apart. His hands, arms, and eventually, his head had all come off of his body and when they hit the ground, most of it shattered into pieces. The great leader of the Decepticons, The Fallen, was dead. His body parts turned gray and the last thing he said, was "_Impossible_."

_Chapter 18: Climatic Duel_

Before the end, Optimus became very mad at Megatron for what he did to Elita. She laid there, her new body, dead. A hole was put into her head. In his mind, he began thinking: _"She may have died a Decepticon, but her spirit will always be an Autobot. Primus, please take care of her. I will join her soon."_

Optimus grabbed out his ax and charged. Megatron drew his sword and charged as well. Swings were initiated and the sound of clanging metal could be heard all across the city. Optimus managed to pin him down for a bit.

"Megatron, throughout this war, you have killed many of my allies. Now, for what you did to Elita, you will perish!"

"Without the Matrix, Prime?"

"I don't need it to kill you!"

Megatron pushed back and the swings continued. In a flash, they heard a thundering gun fire. They stopped and looked up. They both saw The Fallen crumble apart and die.

"N-N-No! The Fallen! He can't be dead!"

Optimus turned back. He grabbed his foes arm and pulled it clean off. Megatron roared in pain.

"Rahhh! You will pay for that Prime!"

He withdrew his sword and grabbed his pistol. He fired a shot at Optimus' foot, and he fell down. He ran to his enemy and kicked him in the chin. He rolled back a few feet and could barley get up. He shot another shot, which hit Optimus in the shoulder. He laid on his back, ready for death. The pistol was aimed at his head.

"It's over Prime. I have won."

"Your kind will never win."

He did a quick stroke with is ax and cut off Megatrons hand, fatally wounding him. Even without hands, he could still fight. They clashed for a few minutes, with neither one winning. In the area, Ken and his friends were racing to Optimus, who was fighting Megatron.

"That was a good plan, babe!" said Marissa as they ran.

"Yeah, genius!" said Ron.

"Thanks. We gotta help Optimus!"

They got to the battlefield and saw Optimus engaging in his foe. They looked around and saw Megatrons gun, just laying there.

"I gots me another plan! Ron, Mike, help me with it!" said Ken.

They went to Megatrons hand and pried it open, so the gun would be accessible. It got open, and Ken took the cannon part of the gun, while Ron took the handle. With all their might, they left it up and carefully turned around so it was aimed at the two.

"Mike, when I say NOW, pull this guns trigger, got it?"

"Got it!"

Megatron pushed his foe and saw what Ken and his friends were doing.

"Humans, put my pistol down. It is not a toy."

"NOW!" yelled Ken.

He pressed the trigger and a shot came out and hit Megatron in the leg. Another shot hit him in the chest.

"Rah! You humans will pay for that!"

They fired again and hit his shoulder. A final shot hit him in the mouth, which tore apart his lower jaw. The went to fire another shot, but there was no more ammo. Optimus grabbed Megatron by his chest and punched him in the face.

"You have done well, humans. I got it from here."

"Gotcha." said Ken.

He didn't kill megatron, but he did mortally wound him. His arms were all but gone, he was missing a leg, and his lower jaw was obliterated. He laid there, wanting death. Before Optimus drew the finishing blow, a ships gun fired on him.

_Chapter 19: Decepticon Retreat_

The Nemesis was firing on them, so they all hid, except for Optimus. He stood there, knowing that with The Fallen dead and Megatron in critical condition, there was no need to fight. The ship landed on the rubble of the field and stopped. The launch doors opened and Starscream and Soundwave came out, without any weapons. Soundwave picked up Megatron and carried him to the ship.

"Prime, we will be taking our fallen leader now." said Starscream.

"With him almost dead, and The Fallen destroyed, you have no business on this planet anymore."said Optimus.

"Maybe so, but we will have him recovered and soon, we'll be back!"

"We will be waiting. Now, take him and leave this peaceful planet."

"As you wish, Prime." he said as he bowed.

He and Soundwave got into the ship, took off and vanished into space. Optimus looked at the city, and saw his Autobots coming. Arcee was holding the Matrix in her hands. Marissa ran to Ken, jumped onto him and kissed him. He put her down and did something he had been meaning to do. He got on one knee, and held her hands. Optimus and the other looked at them, in confusion. Sunstreaker bowed down to Ron.

"What's he doing?"

"Proposing. It's about time too."

Marissa began crying happy tears.

"Marissa, will you do the honor of being my wife?" asked Ken.

"YES! YES! Oh, GOD YES!"

He stood up and hugged her tightly, and soon, kissed her. They released and looked at the Autobots.

"That is a human custom, my giant friends."

They all laughed, except for Optimus, who went to Arcee. She held the Matrix to him.

"I found the Matrix in the hands of Sweeps. It is yours, mighty Optimus."

He took it in his hands and examined it.

"A power like this is what began The Fallens thirst for power. Prima kept it hidden until we retrieved it from him. This is a power that must be destroyed."

"Then why don't you?" asked Ken.

"The Matrix of Leadership cannot be destroyed by regular means. It must be passed down, but if a Prime is struck while possessing it, it will be destroyed." said Ratchet.

Optimus looked worried, but put it into his chest. His more powerful form came back.

"What now, Optimus?" asked Jetfire.

"We have the Earths Cyber Planet Key secured. We must preserve it in Cybertrons sacred vaults so that the Decepticons cannot use its power."

"You're leaving?" sadly asked Marissa.

"Yes. We will leave in one Earth week. We must prepare for our voyage home."

"Let us come with you! We've done so much in this war." said Ken.

Optimus kneeled down.

"Ken, you will always be my friend. That is no lie. If we bring you along to Cybertron, Starscream would surely want to capture you. That could result in torture or death. We cannot risk it."

"I understand. We will miss you, though."

"I know. We will all miss you too. For the time being, you may stay here with us and enjoy one last week with us."

Him and his friends nodded and smiled. For the next week, Ken, his friends, and the Autobots worked hard on repairing the smaller parts of the ship. The guns needed repairing, and the controls were fixed. The humans that Ratchet rescued were all healed and were doing well. Ken spent some time with Grimlock, who enjoyed his company.

"So, Grimlock, how do you like being a Dinobot?"

"Me Grimlock love it! Me love tearing mean bots to shreds!"

"Wish you didn't have to go. You guys make me laugh."

"Me love humans! You and friends are forever friends of Dinobots!"

"Maybe on Cybertron, you'll be like a commando team. High Elite."

"Me hope so. How your parents take news of engagement?"

"My mom was so happy. Her parents were excited too. Even her Dad. Haha."

"We Dinobots no have special someone. Maybe one day?"

"Perhaps. If Ratchet makes female Dinobots."

"Not a chance!" said Ratchet from afar.

They both laughed and enjoyed themselves.

"How was it killing Cyclonus?"

"Grimlock loved it! Me wanna tear up more Cons!"

Optimus interrupted them.

"Ken? Grimlock? It's time.

_Chapter 20: Transformation_

A week before, when The Decepticons retreated into space, Starscream was gloating.

"I, Starscream, am now the rightful leader of the Decepticon army! With Megatron almost dead and Lord Fallen killed, I will destroy all who stand in my way!"

"Starscream. Megatron is still alive. As long as he lives, he is leader. Not you."

"Silence, Soundwave! You take orders from me now!"

Megatron, who was hooked up to a life support system, tried to roar, but let out a weak yelp. He walked to his fallen leader.

"What's that Megatron?"

"You... are not... leader... as long... as... I draw... breath!"

"After that embarrassing defeat by the Autobots, you're lucky you are alive. Lord Fallen was killed by A human, and you were turned this way by Prime and three humans who possessed your gun!"

"Starscream. Incoming object. Identification unknown."

He went to the control panel and looked. From afar, it was a orange and yellow ball.

"Meteorite probably."

"Negative. Object is organic."

"Leave this to me."

He went up the escape hatch of the ship and walked to the edge of the ship, examining it. It ventured closer and soon, it was like coming into contact with a mechanical planet.

"Who are you?" he shouted.

Between the mechanical planets two large pincers, a light emerged. It spoke.

"I am Unicron. Chaos Bringer. Who are you?"

"I am the Decepticon leader, Starscream. And I apologize, mighty Unicron." he said as he bowed.

"I wish to know of the fate of my Heralds."

"All but one, are dead."

Unicron let out a magnificent roar. Starscream covered his ears and groaned from the pain.

"DEAD? This is what happens when I leave them in the hands of Megatronus? He has failed me!"

"Leave it to me and I will NOT fail you."

"No. Is Megatron still alive?"

"Just barely."

"Bring him to me!"

Starscream nodded and went to the hatch.

"Soundwave, bring Megatron up here!"

Soundwave did as he was told and undid the life support on Megatron. He carried him up the hatch, and Starscream got him. He put a arm over his shoulder and walked to the edge.

"Megatron. Leader of all Decepticons. Has a Prime bested you in battle?

He nodded.

"With The Fallen gone, I promote you to be my most loyal servant. Do as I say and no harm will come to your cause. I just have one job for you."

"N...N...Nev...er."

A whistle blew into Megatrons head and he screamed in pain.

"Will you obey me now?"

"Ye...s... Mas...te...r."

"Your mission is simple. There are three more Cyber Planet Keys in the universe. I sent you the coordinates. Find them and secure them. Do not let the Autobots get a hold of them."

He nodded.

"Good. Now, I will give you a new body and a new name. A name that will strike fear into Optimus and his Autobots. A name that the entire universe will fear! Starscream, release him."

He did so. Megatron was pulled into Unicrons presence and he began shifting. His entire body began to change. He began to change from white to purple. All of him was purple, besides his face, which was white, and some of his legs, which were a light blue. The top part of his head formed a sideways crescent moon and in the middle, rose a short sharp spike. On his right arm, a long orange gun appeared. His shoulders turned into square like items, which would help with his gun.

When the light vanished, he opened his red eyes and looked at his hands. He grasped them and examined his new arm cannon. He looked up at Unicron. His new body came with a new voice. It was a deeper version of his original voice. Starscream looked at his revived leader and he was amazed.

"Who am I?"

"You are the Decepticon leader, Galvatron."


End file.
